cmtl-20260123
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K | ||
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
January 23, 2026 | 0-7928 | |||||||
| Date of Report (Date of earliest event reported) | Commission File Number | |||||||
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 11-2139466 | |||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||||||
305 N 54th Street, Chandler, Arizona 85226 | ||||||||
| (Address of Principal Executive Offices) (Zip Code) | ||||||||
(480) 333-2200 | ||||||||
| (Registrant’s telephone number, including area code) | ||||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||||||||
| Common Stock, par value $0.10 per share | CMTL | NASDAQ Stock Market LLC | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Retirement of Director
On January 23, 2026, Wendi B. Carpenter, a current director of Comtech Telecommunications Corp. (the “Company”), notified the Company of her intention to retire as a director from the Company’s Board of Directors (the “Board”) and not stand for re-election at the Company’s Fiscal 2025 Annual Meeting of Stockholders, scheduled to occur on March 9, 2026 (the “Fiscal 2025 Annual Meeting”). Ms. Carpenter will continue to serve the remainder of her term on the Board which will expire at the Fiscal 2025 Annual Meeting. Ms. Carpenter’s decision to retire and not seek re-election to the Board was not the result of any disagreement with the Company or the Board. Both the Company and the Board thank Ms. Carpenter for her dedication and years of service as a director.
In connection with Ms. Carpenter’s retirement, the size of the Board will be reduced to seven members, effective upon the conclusion of Ms. Carpenter’s term of service at the Fiscal 2025 Annual Meeting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Comtech Telecommunications Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COMTECH TELECOMMUNICATIONS CORP.
Dated: January 29, 2026
By: /s/ Michael A. Bondi
Name: Michael A. Bondi
Title: Chief Financial Officer
Name: Michael A. Bondi
Title: Chief Financial Officer